Current report no.: 44/2015 

Date of report: 2015-11-27

Subject: Early redemption of foreign debentures, early redemption of inter-group debentures and granting of security of credits by a subsidiary  

Text of the report:

The Management Board of CIECH S.A. (“the Company”, “the Issuer”), in supplementation of current reports of 30 October 2015: (i) no. 38/2015 regarding the conclusion of loans agreement and granting of guarantees by the subsidiaries of the Issuer and (ii) no. 40/2015 regarding an intention of early redemption of foreign debentures, as well as current report no. 42/2015 of 25 November 2015 regarding disbursement of funds under loans agreement, and with reference to report no. 63/2012 regarding, inter alia, the carrying out by Ciech S.A. of an issue of inter-group debentures, announces that on 27 November 2015, the following events occurred:

• redemption of inter-group debentures with the face value of EUR 245,000,000, issued on 6 December 2012 by the Company (“Inter-Group Debentures”) and taken by Ciech Group Financing AB (publ) (“HY Issuer”), as a result of exercise by the HY Issuer of the option of early redemption of Inter-Company Debentures. The amount of early redemption of Inter-Company Debentures, including incurred interest, amounted to EUR 263,501,583.33. Early redemption of Inter-Group Debentures was carried out in connection with the submission by the HY Issuer, on 30 October 2015, of a notice regarding an intention of early buy-out and redemption of secured debentures with a face value of EUR 245,000,000, issued on 28 November 2012 (“the HY Debentures”), for the purpose of obtainment by the HY Issuer or funds for early buy-out and redemption of the HY Debentures.
• transfer of funds necessary for total buy-out and redemption of the HY Debentures, to the value of EUR 263,426,061.58, obtained by way of disbursement under the loans agreement of 29 October 2015 (“Loans Agreement”), to the Payment Agent of HY Debentures. With reference to the transfer of the aforementioned funds, the liabilities of the Issuer, the HY Issuer and subsidiaries of the Company granting the guarantee for the HY Debentures, connected with the HY Debentures, deriving from the agreement specifying the rules and regulations of the issue of the HY Debentures and the granting of the guarantee (“the Indenture Agreement”), the conclusion whereof was notified by the Company in current report no. 61/2012 of 29 November 2012, are deemed to have been fulfilled in full. Formal redemption of the HY Debentures by the trustee of the HY Debentures (the Trustee) under the Indenture Agreement shall take place on 30 November 2015 (without a necessity of undertaking additional activities by the Issuer).
• a guarantee of a subsidiary of the Issuer, a company of the German law, KWG-Kraftwerksgesellschaft Staßfurt mbH, entered in the Commercial Register kept by the Regional Court in Stendal, entry number HRB 105871, of the liabilities of the Company deriving from the loans agreement of 29 October 2015, subject to the terms and conditions corresponding to the terms and conditions of guarantees granted by the other guarantors, as indicated in current report no. 38/2015 of 30 October 2015. 

The criterion for concerning the Loans Agreement, the Indenture Agreement and Inter-Group Debentures as significant agreements: the maximum total amount of loans under the Loans Agreement, as well as the issue value of the HY Debentures and the issue value of Inter-Group Debentures exceeds 10% of the value of revenues from sale of the capital group of the Issuer for a period of the last four accounting quarters. With regard to the guarantee agreement - the value of the Loans Agreement exceeds 10% of the equity capital of the Issuer.

Signatures of the Company's representatives:

Maciej Tybura – President of the Management Board

Artur Osuchowski – Member of the Management Board